日播时尚集团股份有限公司 关于实际控制人及持股5%以上股东持股比例被动稀释跨越5%及其整数倍的提示性公告

Core Viewpoint - The company, Ribo Fashion Group Co., Ltd., is undergoing a significant equity change due to the acquisition of a 71% stake in Sichuan Yindile Material Technology Group Co., Ltd. This transaction involves issuing new shares and raising funds, leading to a dilution of the holdings of existing major shareholders, but it will not change the actual control of the company [2][5][21]. Group 1: Equity Change Details - The total share capital of the company increased from 236,988,282 shares to 418,687,440 shares due to the issuance of 161,699,158 new shares for asset acquisition and 20,000,000 shares for fundraising [4][60]. - The actual controller, Liang Feng, and his concerted party, Shanghai Kuoyuan, saw their shareholding decrease from 29.96% to 21.73% after the equity change, representing a passive dilution exceeding 5% [2][64]. - Other major shareholders, including Wang Weidong and Wang Shengyu, experienced a reduction in their shareholding from 21.23% to 12.02%, also exceeding the 5% dilution threshold [2][64]. Group 2: Financial Performance Forecast - The company expects to achieve a net profit attributable to shareholders of between 14 million and 21 million yuan for the fiscal year 2025, marking a turnaround from previous losses [7][9]. - The projected net profit, excluding non-recurring gains and losses, is expected to be between -30 million and -20 million yuan [10]. - In the previous year, the company reported a net loss of 158.62 million yuan, indicating a significant improvement in financial performance [12]. Group 3: Acquisition and Fundraising Details - The acquisition of the 71% stake in Yindile was approved by the China Securities Regulatory Commission on December 31, 2025, and the transaction was completed on the same day [3][19]. - The total transaction price for the acquisition was 1.42 billion yuan, with 1.161 billion yuan paid in shares and 259 million yuan in cash [26]. - The fundraising through share issuance is intended to cover the cash payment for the acquisition and related costs, with a total fundraising amount of 155.8 million yuan [47][56]. Group 4: Share Issuance and Lock-up Period - The shares issued for the acquisition were priced at 7.18 yuan per share, while the shares issued for fundraising were priced at 7.79 yuan per share [23][44]. - The lock-up period for the shares acquired through fundraising is set for 36 months from the completion of the transaction [45][57]. - The company has completed the necessary registration and verification procedures for the newly issued shares [60][59].